Twilight Needs Relief
by Nordryd
Summary: Twilight's 1st slumber party would be going smoothly if one of her experiments didn't go wrong the other day, which gave her a new member. Twilight gets a little excited, & then her friends volunteer to help relieve her. It's super weird... at first. (Features futa scitwi and normal friends. VERY DIFF from my usual content. You have been warned.)
1. Twilight's Friends are HOT

A/N: Please note that all girls are 18+

For my normal readers, this story will have some fluff, but it is mostly gonna be sex. Weird sex. You have been warned. It's different. Fluff will come soon, I promise. But if you're a freak and/or curious, then I hope you enjoy :P

(And notify me of any errors kthx)

* * *

Twilight Sparkle sat with her friends in a circle, in her pajamas like her friends, enjoying her Friday night chatting and gossiping at her very first slumber party. It was something she hadn't considered before with all her experimenting outside of school, on top of the usual workload high school dumped on students. Pinkie Pie was becoming particularly impatient when she mentioned she was hosting a slumber party and began just leaving notes for Twilight around the school, and getting to the point of just following her around and constantly asking, "Are you coming? Are you coming? Are you coming?" until Twilight eventually caved. Annoyed as she was, Twilight warmed up to the idea the more she thought about it. It might be fun to hang out with her friends for a night and get to know them better. Plus, Twilight needed a break, especially after Monday.

Twilight sat holding her knees close and leaning against the Pinkie's bed frame.

_It's okay, Twilight. Just stay calm and you'll be fine. Try to enjoy yourself._

Twilight's thoughts seldom helped. Her friends were sharp and knew her well. It was only a matter of time before the realized something was up. When her friends weren't looking, Twilight quickly adjusted herself between her legs. Something she never thought she would have to do until last Monday when all hell broke loose when a volatile experiment went wrong. This experience was like something out of a hentai. Something so unbelievable that it could _only_ exist in hentai. Somehow Twilight made it happen in real life. To her credit, it must mean she's some kind of genius, but the sentiment didn't help her predicament. She had never even _seen_ one before she accidentally endowed herself with her own, so she had little knowledge of how they worked. At least it didn't rob her of her normal parts down there. If she could only figure out a way to get _rid_ of the stupid thing.

"Did you hear about Trixie?" Rarity said, breaking Twilight's train of thought. Maybe getting in on the gossip would help distract her from her situation.

"What did 'The Great & Powerful Trixie' do this time?" Rainbow asked, rolling her eyes.

"I saw Brawly Beats rehearsing with her band on Thursday," Applejack said, "Somethin' to do with that?"

"Yes!" Rarity exclaimed. "I caught her talking to him in the corner of the hall. She was really coming onto him."

"Seriously? What'd you hear?" Sunset asked.

"She told him if he needs more encouragement to join her band, she can suck him off again," Rarity said.

All the girls gasped.

"Trixie gave brawly a blowjob?" Pinkie shouted.

"Oh my…" Fluttershy said, "I didn't think Trixie would do something like that."

"I dunno," Rainbow said. "She's persistent. When she wants something, she goes for it."

"I've seen the way she looks at Brawly too," Sunset said, twirling her hair. "Can't say I blame her, though."

"He _is_ quite a hunk," Rarity said, blushing slightly.

"I'll say," Applejack said. "Y'all seen those muscles?"

Pinkie giggled, "I gave him a random hug one day just to feel those biceps… mmm…"

"I heard him drum once," Rainbow said, "and he started sweating during his solo…"

Twilight couldn't help but blush. She knew who they were talking about, and she had to agree. Brawly Beats was rather hot. Her heart dropped when she felt something twitching between her legs. Oh no…

"How big do you think he is?" Sunset asked.

"I'd imagine rather large," Rarity said, blushing even more now. "Trixie was looking at him like she enjoyed what she did the last time. She had a certain look in her eye."

"Wait!" Pinkie said. "Is Brawly single?"

"I don't know," Applejack said, "I'd imagine some gal has already taken someone like him, though."

"Maybe now it's Trixie," Rainbow said with a chuckle.

"That's no problem. I'm totally hotter than Trixie!" Pinkie said, standing up and leaning on her hips, posing like a model.

"Most girls at the school are hotter than Trixie," Rainbow said. "I mean, Trixie has a nice body and all, and she's got a great chest, but the way she acts would turn any guy off."

Twilight felt it again. A twitch between her legs. Was it Pinkie's modeling? Rainbow talking about Trixie's body? Both? Why is it doing this now? At least her pajama pants had some room to breathe so it wouldn't just start poking out and making a scene.

_Just ignore it, Twi. Ignore it and keep your legs close to your body._

"I'm hotter than a lot of girls at school!" Pinkie protested. To everyone's surprise, she took her shirt off, revealing a pink bra with white lace, and plenty of cleavage. "Not every girl at school has D cups!"

"Pinkie!" Rarity said. "Have some decency!"

"C'mon, Rarity!" Pinkie said with a big smile. "We're all friends here! It's not like anyone else is gonna see. Don't you think these boobs could make a guy like Brawly hard?" She started fondling herself with the biggest grin. "And what about my butt?" She turned around a pulled her pants down, revealing a matching pair of cheeky underwear. "My booty could _totally_ kick Trixie's flat butt!" she said, giving it a good shake.

Applejack chuckled. "Trixie does have a big ol' rack, but she has the flattest butt I've ever seen."

"Are you sure she even has one?" Rainbow remarked.

All the girls giggled, seemingly unbothered that Pinkie was in her underwear showing off her body to her friends. Pinkie leaned on her hips again and put her hands behind her head.

"My body could totally out-hot Trixie's. I could steal Brawly from her any time I wanted!"

Twilight couldn't help but stare at Pinkie. She never noticed it before but… Pinkie had every reason to brag about her body. She was _super_ hot. Her underwear did little to hide her features, accentuating them, even. Her boobs like two large, perky yet bouncy melons, a big jiggly butt, those thick thighs, all complete with such sexy curves and a heart-melting smile…

Twilight blinked. What was she thinking? Looking at her friend like she's a piece of meat? She's even seen her in a swimsuit before, and she didn't get this mesmerized by her body like now. But that was before her… predicament. Since the mishap, Twilight has found herself looking at her friends differently. In a more sexual way. Was it changing how she thinks _that_ significantly?

_Pinkie's your best friend! Why are you looking at her… curvy… sexy…_

Twilight had to snap herself out of it. She was getting too excited. If she got too excited, she'd get too big and hard down there, and _really_ have something to worry about.

"For goodness sake's darling," Rarity exclaimed, "I agree you have a gorgeous body but… can we have some decency?"

"Oh c'mon, Rarity. I'm just proud of my body. I could make any guy melt with a little butt shake! Besides, I know a thing or two about how to suck a cock," Pinkie said with a sly grin.

"Oh please!" Rainbow said, standing up and taking her shirt off, revealing a rather brilliant rainbow bra.

"Oh Rainbow," Fluttershy squeaked, her face bright red at what was happening, "Not you too."

"Well, my tits might not be as big as Pinkie's. I've only got B cups. But…" Rainbow turned around, presenting her backside to everyone and pulling her pants down, showing a matching pair of rainbow underwear. She got on her knees, sticking her butt out for all to see. "…what I _do_ have, thanks to me being the most athletic girl in school, is a nice firm ass."

Twilight's mouth was practically watering. She was now about half-mast, and still growing. She almost didn't care. Rainbow's backside looked so good. It wasn't as big as Pinkie's, but it looked firm and taut. She never thought she would see Rainbow showing off her body like this. A rare sight.

"If there's anything guys go nuts for, it's a firm booty like mine," Rainbow said, shaking her rear a little.

"Y'all ain't the only one with a tight behind," Applejack said, following suit with Rainbow and Pinkie. Her underwear was a bright green color, matching her eyes. "I don't have boobs like Pinkie's, but mine are C's. Still bigger than Rainbow's." She posed for a second, wanting the girls to get a good view.

Twilight was about three-quarter mast by this point. Applejack's body was _toned_. A muscular body from all the farmhand work, but still with a feminine hourglass figure like Rainbow and Pinkie. Twilight felt warmer, almost like she was going to start sweating. One third of her was turned on by seeing three of her beautiful friends almost naked and showing off their bodies, another third was ashamed for being turned on by her friends, and the last third was terrified of her friends seeing her slowly growing member. Twilight held her legs to her torso as if letting go would instantly kill her (as far as being embarrassed and ashamed goes, it probably would).

"Besides, y'all don't need a good rack when ya got an ass like mine!" Applejack said, bending down adjacent to Rainbow, positioning both their firm, toned booties next to each other.

Pinkie growled. "Oh yeah? Well can your butt bounce like mine?!" she said, shoving herself right between Applejack and Rainbow, forming a row of their booties, before Pinkie started to twerk for everyone in the room. Rarity and Fluttershy just stared in shock, being the two most opposed to what was happening.

"Wooo! Work it, Pinkie!" Sunset cheered.

"Oh yeah? You're not the only one who can twerk!" Rainbow said, starting to shake her butt as well.

"Hmph. I can go faster than all y'all," Applejack said, shaking her rear at a faster pace than either Rainbow or Pinkie.

Twilight stared in shock… and awe. Pinkie's butt bounced and jiggled like jello, easily the biggest of the three. Rainbow's taut rear bounced a little too, but it was still sexy to watch her move like that. Applejack just kept going and going, her muscles enabling her to bounce at a greater rate. Twilight couldn't stop her member from increasing in size to ninety-percent mast. Full mast was imminent at this point, but Twilight couldn't find it in herself to care. Her friends looked so sexy bouncing their asses, and all of them wearing cheeky bottoms that didn't cover their rears much whatsoever. All she wanted was to go up to all three of them and just… just…

_Twilight! Stop! They're your friends! Don't think about them like that! Besides, it's just… girls being girls? Is this how all their slumber parties go? Oh my gosh, they're so hot…_

"I could drive all the boys on the field crazy by doing this," Rainbow said, giving her rump a good smack, continuing to twerk. "Especially if I were in leggings or my spandex."

"I'd give all them boys pitched tents if I wore my shorts," Applejack said. "I've got some that just show the bottom of my cheeks."

"Can you imagine if they were watching us right now?" Pinkie said. "They'd probably have to rush to the bathroom right away to rub one out!"

"You girls are _sexy_," Sunset said. "I know _I'd_ need to get off after seeing this."

Rarity and Fluttershy just blushed. Fluttershy bit her lip pulled her knees closer to her, watching her three friends shake their butts. Her face was a deep crimson red. Rarity, surprisingly, was twirling her hair and biting her finger.

"I think it's… gotten warmer in here," Rarity said, blushing hard.

"Of course, it is!" Rainbow said, still twerking. "We're _hot!_"

"See, Rarity?" Applejack said. "There ain't no harm in this!"

"I've got all of you beat," Sunset said behind the three twerking girls. "Why don't you turn around? Ever seen a girl give a striptease?"

The three girls immediately stopped and turned around, sitting beside each other to watch Sunset.

"Oh boy! A striptease!" Pinkie said, bouncing in excitement, her big boobs jiggling with her.

"Have you given one before?" Rainbow asked, raising an eyebrow.

"I've seen enough videos to know what happens," Sunset said, putting her hands on her hips. Her tone changed to one that was more lilted and seductive. "But I'm giving you girls my very first one." She lifted her shirt up, showing off her smooth, yellow skin.

"Hoo-wee!" Applejack exclaimed. "I reckon it's gettin' hot in here!"

"It's about to get even hotter," Sunset said, leaning on her hips and giving her friends a beguiling look. "Enjoy, girls."

Twilight bit her lip. The thought of Sunset stripping was enough to make her harder on its own, but to see her begin to dance… it was becoming too much.

Sunset swayed her hips side to side, running her hands up and down her curvy, hourglass figure. When her hands reached her boobs, she fondled them briefly and bit her lip before moving back down. She moaned at each intimate area her hands reached. Her hands arrived at her thick thighs before coming back up to her hips. She played with the waistband of her pajama pants, rotating her hips as she turned around. Looking back at her audience, she smirked when she saw them staring in awe. She spread her legs and bent over, giving her cheeks a good shake before slowly starting to pull her pants down just past her butt's curvature. Her underwear was red, orange, and yellow in a pattern of diagonal lines, and was also cheeky like Pinkie, Rainbow, and Applejack's, showing everything her booty had to offer. She let her pants fall, exposing her thick, meaty thighs. She kicked her pants aside and spread her legs, shaking her butt for everyone. She gave herself a spank, sending luscious ripples across her cheeks and legs, and then slowly and seductively bent over and began moving her ass up and down, as if she was twerking in slow motion.

"Oh my," Rarity said under her breath.

"Damn, Sunset!" Rainbow said. "That butt, though!"

"Y-You sure seem to… um… know what you're doing," Fluttershy said quietly, almost inaudible.

"Y'all got some moves," Applejack said. "Can you go any faster?"

Sunset giggled. "Of course, I can," she said before bending her knees further and began to twerk herself. Her round, yellow cheeks bounced at their own tempo, showing off just how thick her booty really was.

"Yeah, Sunset!" Pinkie cheered. "Work it, girl!"

Twilight couldn't stop the inevitable. She was full mast. It was as hard as it could get. Watching Sunset show off her butt like this was too much. Her mouth was watering severely. She thought she might start sweating with how warm she felt, thanks to a combination of being turned on by Sunset and stressing about losing control of her… problem.

She straightened her legs, standing up while still sticking her butt out. She gripped the bottom of her shirt and pulled it over her head, revealing her back, along with bra straps of an identical color scheme to her bottoms.

"Want to see my girls?" Sunset asked, leaning on her hips and bringing her hands up to her chest. "Or do you want to keep looking at my ass?" she said, giving herself a good swat.

"Let's see those knockers!" Applejack said.

"Show us your boobs!" Pinkie said.

"Yeah, Sunset!" Rainbow cheered. "Turn around!"

Sunset giggled, and with one more shake of her thick booty, turned to face her audience, leaning forward to give them a good look at her chest. Her push-up bra did little to hide her _huge_ assets. It looked like she could pop out at any second. She brought her hands up to fondle herself with a big seductive grin.

"You like them?" Sunset said.

"They're so big!" Pinkie said.

"Mmmhmm!" Sunset said, moaning as she fondled them more. "DD's. I wear a tight top, and I have _every_ guy's attention."

Sunset stood up straight, her hands still cupping her big breasts. She brought her legs together and started gyrating, rotating her hips and accentuating her midriff. She smiled as she slowly bent her legs, and then straightened them again, all while she fondled her boobs.

"Sunset, darling," Rarity said. "You're gorgeous. Your body is captivating."

Sunset giggled, continuing her sensual dance. "Thank you, Rarity. I'm glad you've warmed up to all of this. What do you think, Fluttershy?"

Fluttershy blushed but gave Sunset a smile. "Y-You're beautiful, Sunset."

Sunset smiled. "Twilight? What about you? Do you like what you see?"

Twilight had never felt hotter in her life. It felt like a fire ignited in her heart. All she could muster was a quiet, "Mmmhmm!"

Sunset gave her a smirk, and a wink before continuing her show.

"I could get any guy I wanted by doing this," Sunset said, her audience nodding in agreement.

Twilight bit her lip so hard she was afraid it was gonna bite it clean off. Sunset looked _sooooooo hot._ The way she looked at her melted her heart. She was already full mast, feeling like there was a stone between her legs, but Sunset was so sexy she could feel it pulsating, as if it wanted to get bigger. It was starting to hurt a little, but Twilight's could do nothing about it. She could feel the lust simmering inside of her. She needed _some_ form of relief, but she couldn't just get up and walk to the bathroom. Everyone would see the big bump jutting out from between her legs!

With no other options, and with a hint of shame, Twilight reached her hand into her pants, her legs still bunched up against her chest as to hide her raging erections. She began softly petting it, but even softly touching it sent shivers through her body. She had to bite her lip even harder to stop herself from moaning. It felt so good, especially when she watched Sunset. Watching Sunset seemed to immediately amplify the feeling. Twilight continued softly brushing herself with her fingers, savoring each ripple of pleasure. She knew she wouldn't be able to finish without ruining her clothes, but perhaps just a little attention would calm it down.

"And now, for a little finale," Sunset said. Twilight wondered what she was up to, but almost immediately came at what she saw her do next. Sunset sat down on her knees, and began gyrating again, slowly moving her torso up and down to make it look like she was riding something… or some_one_. At the same time, she fondled her boobs and ass, and tossed her hair. She moaned as she danced. It seemed like she was getting horny.

"Yeah! Get it, Sunset!" Pinkie cheered.

"Y'all can ride almost as well as me!" Applejack said with a giggle.

"I think I would've exploded all over you right now if I were a guy," Rainbow said.

Sunset giggled, and noticeably blushed. Twilight had to stop. Hearing Rainbow say that almost sent her over the edge, especially since she was getting exponentially closer and closer to finishing anyways. She could only agree with Rainbow. For some reason, she wanted to finish all over Sunset right now. Twilight had an urge to explode all over Sunset's face and just _ruin_ her.

"Well… that's about all I got," Sunset said, sitting opposite of her audience. The girls all gave her a big round of applause, making her blush.

"Sunset, that was _soooooo_ _hot_!" Rainbow cheered.

"You were like a supermodel!" Pinkie said.

"Well, I wouldn't say _that_," Sunset said. "Besides, I might've gotten a little _too_ into it…"

"Sure made for a sexy show, sugarcube," Applejack said. "Y'all can sure move that body."

"Were you getting horny up there?" Rainbow asked, raising an eyebrow.

Sunset blushed. "Um… well…"

"Ooooh! Dirty girl!" Pinkie said.

"Oh hush, Pinkie," Rarity said. "It was captivating, darling."

Sunset was blushing hard. "Thanks, girls. But enough about me. I still see three girls in this room with clothes on."

Fluttershy squeaked, holding her legs closer. Twilight immediately stopped teasing herself, taking her hand out of her pants and trying her best to be nonchalant.

"C'mon, girls!" Pinkie said, "Let's see what everyone's got!"

"Yeah!" Rainbow agreed. "Let's see what the three other hottest girls in school have!"

Fluttershy blushed profusely. "Um… I'm not sure I…"

"C'mon, Fluttershy!" Rainbow said. "You, Rarity, and Sunset have the biggest tits in our group! Let's see them!"

Fluttershy blushed, knowing the white tank top she was wearing did little to hide her assets. She swiftly covered her chest. "Rainbow! That's dirty!"

"Don't be scared, Fluttershy!" Pinkie said. "You really _are_ one of the hottest girls in school! Besides, nobody else is here!"

Fluttershy's face just got redder. "Oh, don't be silly. I'm not hot."

"Sugarcube, I catch so many guys checking us out in school," Applejack said. "There's no doubt. Can y'all imagine if a guy was actually here right now?"

"He'd be as hard as diamond! Not like he'd get any of this though," Rainbow said, giving her butt a quick spank. "C'mon, Fluttershy! Let's see what you got!"

Fluttershy just blushed harder. "I still don't know."

"Darling?" Rarity said. "Will you do it if I do it?"

Fluttershy's eyes widened. "Rarity, you don't have to…"

"Nonsense," Rarity said, blushing slightly. "It _is_ getting rather hot in here," Rarity said. She turned her back the girls and flashed a beguiling glance at them, slowly lifting her nightgown to reveal her thick, white rump. "I work hard to maintain my body, and if my beautiful friends are curious… it wouldn't be very generous to keep them wondering would it? Just sit back and relax, my darlings."

Rarity kept her nightgown lifted and began bouncing her hips side to side, starting off her own show with a bang. Her underwear was a deep indigo color, matching her hair, studded with sapphires around the waistband. She started moving her butt up and down, similarly to Sunset, as if it was twerking in slow motion. Rarity continued the theme of cheeky underwear, with her plump butt cheeks fully on display. For a short burst, she twerked faster, showing how bouncy and jiggly she really was. Her cheeks sent ripples down her elegant, juicy thighs and seemed to bounce with its own tempo like Pinkie's. She gave herself a quick spank, making her squeak, before gyrating again.

"What a man _really_ wants is for a lady to seduce him," Rarity said, swapping between gyrating and slowly twerking, occasionally stopping to shake her backside. "Do you like what you see?"

"Hot damn!" Rainbow said. "You're _thick_ back there, Rares!"

"I love how it jiggles!" Pinkie said.

"I think Rarity _and_ Sunset could get any guy they wanted with bodies like that," Applejack said.

"Rarity, you have the body of a supermodel!" Sunset said.

Twilight bit her lip once more. Her erection had subsided slightly after Sunset's show, but Rarity was doing the same thing to her all over again. Perhaps it was even greater because of how conservative Rarity usually is with her wardrobe and wouldn't be caught dead doing anything like this in any other setting. It was a rare sight. Watching Rarity's thick cheeks bounce as she moved her hips brought Twilight to the brink of her desires again. She slipped her hand back into her pants and carefully massaged her rock-hard erection again. The shivers were just as exhilarating as they were with Sunset, but she still had to muffle her moans.

Rarity blushed but maintained her seductive gaze. "Thank you so much, girls. You're all so kind. But you haven't seen anything yet."

Rarity gave her backside one more swat before turning around with a grin. She took off her nightgown, and everyone in the room was floored by how perfect her body was. Her white skin was flawlessly smooth, looking like silk. Her bra matched her underwear, with deep indigo satin cloth studded with sapphires on the straps and underwire, bringing out the color of her flowing hair and starlight eyes respectively. Her figure was a perfect hourglass, with wide hips and elegant, juicy thighs. She posed like a model at the end of a runway, further accentuating her features.

Twilight scanned her body, which twinkled with perfection, and then brought her attention back up to Rarity's chest. Her push-up bra accentuated her cleavage, and it looked like her breasts could pop out at any moment. They were as big as Sunset's and looked as smooth as silk, just like the rest of her body. Twilight could feel herself getting closer just from looking at Rarity's supermodel body, so she had to slow down her stroking. However, she found she couldn't stop. Rarity was just too sexy to stop. She felt a desire to fondle Rarity's boobs and just caress her body. It looked like she would be so amazing to touch.

"Rarity… you're so beautiful," Fluttershy said, gazing in awe.

Rarity smiled. "Why, thank you, Fluttershy!" Rarity studied her friends and pinpointed where they all were looking, and she could only oblige them by bringing her hands up to fondle her gigantic boobs. "Aren't they beautiful?" They all nodded, making her giggle. "Mine are also DD's. It's hard to make clothes for them sometimes, but they attract so much attention!"

"I think Rarity would make every guy faint if they saw her like this," Sunset said.

"You're so pretty!" Pinkie said.

"That's the most perfect body I've ever seen!" Applejack said.

"What else are you gonna do for us, Rarity?" Rainbow asked, eager to see what else the fashionista could do with her body.

Rarity didn't say anything, instead giving a beguiling smile before bending her knees and gyrating again. Her hands moved between her wide hips and big boobs, making her moan at each destination. Her boobs bounced with each rotation of her hips, showing off how big and round they are. Rarity seemed to be getting a little horny as well, just like Sunset was.

Twilight felt the same desire she had for Sunset when she fondled herself and moved her hips. She wanted to finish again. She was on the brink. She had to stop, but Rarity was just too hot to stop altogether. She could only slow down, but even that felt dangerous with Rarity looking as delicious as she did. Each horny moan Rarity uttered seemed to bring Twilight closer all on its own, seemingly to the _very_ edge.

"That is _so_ hot!" Rainbow said. "We had no idea you could move like that, Rares!"

"I reckon I would've blown a _few_ loads for her by now," Applejack said, making the girls giggle.

Rarity tossed her hair and flashed a smile at her audience. "That was so exciting! But I think that's enough for now."

Everyone applauded her, and Rarity curtsied before taking a seat.

What a relief. Twilight almost couldn't take it anymore. She could take a rest. She felt her erection subside, but only slightly. The sight of all her hot friends half-naked was still enticing. She's certain she would've exploded a few times as well for Rarity. The entire time she was working her erection, the only thought she had was finishing all over her friend. The thought of soiling such a perfect girl was turning Twilight on. But… why? Was this just a guy thing that Twilight was now experiencing thanks to her new member? She also couldn't help but feel ashamed that she basically just masturbated to two of her best friends, and thought dirty, kinky things while doing so. These were her friends! How could she possibly think about such things? And yet, looking around at all her half-naked friends…

"I hope you enjoyed that," Rarity said.

"That was amazing, Rarity," Sunset said. "Your body is _perfect_."

"I didn't know a body could be _that_ flawless," Applejack said.

"Why, thank you girls," Rarity said, blushing slightly. "It was fun. I'm sorry for protesting earlier."

"It's okay!" Pinkie said. "We're just friends having fun."

"You were great, Rarity," Rainbow said. "Now who's next?"

Rarity looked at Fluttershy, making her gasp.

"Fluttershy, sweetheart?" Rarity said. "Do you think you'd be more comfortable now?"

Fluttershy shook her head. "How could I possibly follow _you_? Your body was amazing, and so was your dancing. I-I'm not as pretty as you. I don't even know how to dance, especially not like you and Sunset."

"I just thought the dancing would add some flair," Sunset said. "I didn't mean to upstage anyone."

"Nor did I," Rarity said. "We won't judge you, darling. You're a beautiful girl. One of the prettiest in the entire school."

Fluttershy blushed. "I… I am?"

"Sugarcube, y'all would be surprised how many times I catch guys sneaking glances at you," Applejack said. "All of us, really."

Fluttershy twirled her hair. "Guys sneak glances at me?"

"C'mon, Fluttershy!" Rainbow cheered. "You're hot!"

"You're sexy!" Pinkie cheered.

Fluttershy whimpered. She looked at all her friends and sighed. There really wasn't a way out of this.

"O-Okay," Fluttershy said. "I'll do it."

The girls cheered, making Fluttershy blush profusely.

On the inside, Twilight was cheering too. The other girl with the more conservative wardrobe was about to show herself off as well. Twilight could feel herself getting hard again already, but at this point she was starting to not care anymore. It was the hormones from her new endowment, and she knew that, but could not resist being turned on by her friends anymore. She would feel ashamed later, but for now she just wanted to ogle her sexy friends.

Fluttershy trembled as she took off her shirt. Even with her friends smiling at her and knowing they were the only ones here, she was finding it hard to get her shirt off. She always assumed the first time she stripped down to her underwear would be for her first boyfriend or something.

"Need some help, darling?" Rarity asked, seeing that Fluttershy was struggling.

Fluttershy nodded, knowing she would be too nervous to do it herself. She looked at Rarity's impeccable body as she felt her friend's hands grip her shirt. How could she even _dream_ of comparing with Rarity's supermodel body, or any of her friends?

Rarity lifted the shirt over her head, and Fluttershy instinctively held her hands over her cleavage. After some deep breaths, she brushed her hair behind her and put her hands behind her back, allowing her to be exposed to her friends in just a bra.

Twilight just stared again, immediately starting to rub her erection again. She felt no shame in doing so, at least not now. Her hormones were going crazy. The teasing was actually making her problem worse in the long run, due to an increasing craving for release and feeling of being bloated between her legs to the point where it began to hurt. Even so, Twilight continued rubbing herself off gently to her shy friend.

Fluttershy had the most petite body of her friends, but that didn't make her any less sexy. Her underwear was a solid deep teal color, matching her eyes. She wore a push-up bra, showing plenty of delicious cleavage. Her cream-colored skin looked so smooth, and her figure was a gorgeous hourglass shape, just like the rest of her friends.

"Oooh, Fluttershy!" Pinkie said. "Seeexy!"

"Hot damn!" Rainbow said.

"Y'all had nothing to worry about, sugarcube," Applejack said. "I _love_ what I see so far!"

"Such a gorgeous figure, darling," Rarity said. "And your garments bring out those beautiful eyes of yours."

"And that cleavage!" Sunset said. "You're gorgeous, Fluttershy!"

Fluttershy's face went bright red. "M-My cleavage? Oh, it's not that impressive. My boobs aren't as big as yours or Rarity's. Th-They're only D's."

"So what?" Sunset said. "They're still big. They're as big as Pinkie's. And so round and perky. Guys like perky breasts."

"R-Really?" Fluttershy said. "Am I really that pretty?"

"Sweetheart, you're beautiful!" Rarity said. "Why don't we see the rest of you now?"

Fluttershy blushed and nodded. With her friends complimenting her body, she didn't seem to hesitate too much saying yes to having the rest of her clothes removed. Rarity helped her again, and when her pants hit the floor, everyone looked at her in awe, which immediately made her blush. She did her best to keep her hands behind her back so her friends could get a good look at her.

Twilight couldn't believe how _hot_ Fluttershy looked. She always thought she was pretty, as she thought with all her friends, but one could've only guessed how fine Fluttershy really was. Twilight had to slow her stroking down again so she didn't finish and ruin her pajamas, the only barrier hiding her member from the outside world. But as with Rarity and Sunset, she found she could only slow down her stroking, and never truly stop. She couldn't stop. Fluttershy's sexiness wouldn't let her. It felt too good…

"Damnnnnn," Sunset said. "Fluttershy is _fine_."

"Darling, why are you so insecure about your body?" Rarity asked. "You're have such a dazzling figure."

"Look at those legs too!" Rainbow said. "Those thighs are _thick_!"

"Th-Thick?" Fluttershy said. "Are my thighs too fat?"

"No, no, no! Thick thighs are good, Fluttershy!" Rainbow said. "Guys love legs like yours."

"Your figure is amazing," Applejack said. "Nice and curvy, but so petite and cute, just like yourself!"

"Now show us your butt!" Pinkie said. "Let's see what you got!"

Fluttershy bit her lip, but maybe if she had the wrong idea about her body so far, perhaps her butt would follow suit. Taking a deep breath, she turned around. Everyone immediately went, "Oooooh!", making her face flush red.

Twilight was practically drooling as she continued to rub herself off, brushing her erection with her hand. She had to stop. She was getting too close. It was just like with Rarity. Her moans were getting harder to hold back as the desire to finish increased seemingly infinitely with every stroke. But she couldn't stop. Fluttershy was too hot to stop.

"Look at that thick booty!" Rainbow said. "And yes, Fluttershy. A thick butt is also a _very_ good thing."

"She could get any guy she wanted too," Applejack said.

"I think we _all_ could," Sunset said. "Bend over a bit, Fluttershy. Show that rump off for us."

Fluttershy bit her lip as she did, holding her breath for any criticism they might have of her body, but she got none whatsoever. Just a non-stop stream of compliments.

"Hot damn!" Sunset said. "Fluttershy, your body is amazing!"

"So sexy!" Pinkie cheered.

"How is it that no boy has asked you out yet?" Rarity asked. "You're so adorable and sexy, darling!"

Fluttershy blushed, relishing the compliments about her body. She always looked at girls in her school and wished she was as beautiful as they were, but maybe she already was. She recalled some of Sunset and Rarity's moves and tried moving her hips side to side to shake her butt.

"Ooh, Fluttershy!" Pinkie cheered. "Work it, girl!"

"That's _so_ _hot!_" Rainbow said.

Fluttershy blushed more. She was a hot girl! She could finally think that with some confidence. Since she was enjoying the attention more than she thought she would, she turned around and fondled her boobs.

"I-Is this sexy?" Fluttershy asked.

"Oh, darling. It's _divine_," Rarity said.

Fluttershy giggled, giving her friends a big smile. "Okay… um… I think I'm done now. Th-Thank you so much."

The girls all gave a big round of applause.

Rarity gave her a big hug. "You are just the cutest thing in the world!"

"Way to be brave, Shy!" Applejack said.

"_Mmm!_"

The girls all stopped when they heard a stifled moan coming from who had been the quietest person at the party so far, and the only one with clothes on. They turned around and saw Twilight with her hands in her pants and with bug eyes. Her hair was slightly messy as if she had been sweating, and her face was bright red. She immediately took her hand out of her pants and held her legs close to her torso.

"You alright, Twi?" Applejack asked.

Twilight froze. Now it was her turn to show her body off. There was no getting out of it at this point. Not only that, but they heard the moan that managed to escape. Why didn't she just stop? She knew she was getting too into it! She held her legs in a death grip against her torso, desperately hoping they would arbitrarily decide she doesn't have to undress. Although her legs had been in this position for so long, they were beginning to get sore.

"Um… y-yeah, of course!" Twilight said. "Why wouldn't I be?"

"Were you… _masturbating_?" Rainbow asked.

Twilight bit her lip. She only stammered.

"Uh… uh… um… well…"

"She was!" Pinkie said.

Twilight's heart dropped. She had been caught. What were they gonna think of her now?

"That's… actually kind of hot," Sunset said.

Twilight blinked. "What?"

"Yeah!" Rainbow said. "I mean, can you blame her?" She gestured to the six girls currently in their underwear. "We're, like, the hottest girls in school! Guys would _kill_ to see us like this!"

"It has gotten quite steamy tonight, hasn't it?" Rarity said. "Especially for your first slumber party. Poor thing, this must all be overwhelming."

"It usually never gets _this_ hot!" Pinkie said. "But it's been so much fun maybe it'll become a more regular thing!"

"I can't really blame anyone for having urges like that with all of this going on," Applejack said. "I'll admit, I was quite close to doing it myself when we got those stripteases."

"Same!" Rainbow said. "I'm glad I'm not the only one!"

"Don't feel ashamed, darling," Rarity said. "Although, you look so pale right now. Are you well?"

Twilight clenched her teeth. Health-wise, she was fine. Anatomy-wise, she was as far from "well" as she could possibly be. Rarity got closer and felt her forehead.

"Goodness, you're burning up!" Rarity said.

"I'm not sick or anything," Twilight said.

"Are you sure?" Fluttershy asked. "You haven't said a single word tonight until now."

"I promise, I'm fine," Twilight said. "I just… have a lot on my mind."

"Like what?" Fluttershy asked. "Do you want to talk at all?"

"Um… well… it's complicated," Twilight said.

"If you want to talk about something, we'll listen," Sunset said.

"Wait…" Applejack said, moving closer to Twilight. "Do you have something in your pants? I thought I saw a bump."

Twilight's heart dropped, her heartrate skyrocketing to dangerous levels.

"Nope! Nothing in there! Just empty pockets!" Twilight said.

"Sure are sweating a lot," Applejack said. "Sorry, Twi. I don't believe you."

Twilight gulped as Applejack eyed her down. She watched as Applejack's hand reached to touch the bump in her pants. When Twilight instinctively tried to get away, Applejack immediately went for it. When her hand touched it, Twilight involuntarily gasped, and her heart dropped. Applejack's eyes went wide, and immediately grabbed Twilight's waistband.

"No!" Twilight screamed, but it was too late.

_GASP!_

Twilight could hardly breathe. She felt the air hit it, and she knew that her secret was now exposed. Applejack had pulled her underwear down with her pants, leaving her completely bare. Her member was now visible for all the girls to see.

"What in tarnation?!" Applejack beckoned.

Twilight bit her lip. "_That_. _That's_ why I've had a lot on my mind."

All the girls just stared at Twilight's endowment, everyone blushing brightly.

"Um… s-sorry, sugarcube," Applejack said. "Guess my curiosity got the best of me."

"Twilight! You have a penis?!" Rainbow yelled.

Twilight sighed. "Yeah. I-I do."

"Is that why you were so bunched up with your legs, darling?" Rarity asked, to which Twilight nodded.

"I-It's so big," Fluttershy said, blushing profusely.

"You have some sexy legs, though," Pinkie said, trying to cheer Twilight up.

Twilight tried to hide her face in her ponytail. She instinctively closed her legs, trying to conceal it as much as possible.

"How did that happen?" Sunset asked.

Twilight blinked. "Wait, you don't want me to leave? But I'm a freak!"

"Well, to be honest, with all the stuff we've encountered together, this isn't _entirely_ implausible," Sunset said. "It's still really weird, though."

"We don't want you to leave!" Pinkie said, giving Twilight a hug. "You're still our best friend, even if you have a dick." Pinkie gave it a poke, to which Twilight moved away.

"Um… d-don't touch it please," Twilight said. "I-It feels really weird when you do that."

"But Twilight, how did that happen?" Sunset asked. "I'm so curious!"

"Well," Twilight said. "This is an experiment gone wrong. I've been trying to figure out how it happened all week. I was trying to make some drinkable performance booster cocktails, but… this happened instead."

"How long have you had it, darling?" Rarity asked.

"Just since Monday," Twilight said.

"Is that why you've been so quiet all week?" Rainbow asked.

Twilight nodded. "I wasn't sure what to make of it. And I wasn't sure what you girls would think of me. Besides, it was giving me… urges."

Applejack raised an eyebrow. "What _kind_ of urges?"

Twilight blushed. "Um… well… it gets kind of excited around pretty girls… l-like you all…" The girls' eyes all widened. Fluttershy was blushing noticeably hard. "It gets really hard at the most inopportune times, and the only way to get rid of it is to… i-is to…"

"Masturbate?" Sunset said.

"Y-Yeah…" Twilight said. "I've felt so dirty this last week. I usually don't think like this. I've never gotten so… excited just from looking at you all. The only theory I have is that this new organ is causing a hormonal imbalance and… I get horny easily."

"Well, what about your female parts?" Sunset asked. "Do you still have those?"

"I seem to," Twilight said. "But again, I don't know why."

"Does it, like… work?" Sunset asked. "When you masturbate, do you finish and ejaculate?"

Twilight blushed and sighed. "…yeah."

"Is it fertile?" Sunset asked.

"I took a look, and it doesn't seem to be," Twilight said. "But that's about the scope of my knowledge. It works like a normal male reproductive organ should, but I don't know how I got it, much less how to safely get rid of it."

Twilight looked at all her friends. They seemed very confused by all of this, and they had every right to be. Has anyone else in the world had a problem like this? She couldn't exactly go to a doctor.

"Now my focus is entirely on finding a cure, so to speak," Twilight said. "I don't even know where to start, though. I feel like I'm gonna be stuck with this forever."

"Well we'll help you," Sunset said. "In any way we can. Right, girls?"

The girls nodded in agreement, and then Pinkie started walking towards Twilight.

"Did I hear you say that we turn you on?" Pinkie said, leaning on her hips and standing over Twilight.

Twilight noticed a small lilt in her voice, and a different look in her eye.

"Um… yeah," Twilight said.

"Mmm," Pinkie moaned. "You must've been going crazy tonight, haven't you?"

Twilight blushed. "Well… seeing you all in your underwear has been a bit much, you could say."

Pinkie grinned. "We caught your masturbating after Fluttershy was done. Tell me, have you been doing that all night?"

Twilight bit her lip. Pinkie had a certain look in her eye. The same kind of look Sunset and Rarity had when they were dancing.

"Well… um…" Twilight stammered.

"Y'all can tell us, sugarcube. We won't be mad," Applejack said. Everyone else smiled, reassuring Twilight that they agreed with Applejack.

Twilight took a deep breath. "Well… I started when Sunset was dancing. Sh-She just looked so sexy, and I had been getting hard while you, Rainbow, and Applejack were twerking. I just couldn't take it anymore. I needed _some_ relief. Then Sunset stopped, but Rarity started dancing and… it started all over again. Then it came to such a high point when Fluttershy was showing herself off that a moan escaped. It's just… you're all so hot. I don't know if it was the dick causing it or not, but I felt like I _had_ to. And when I started… I couldn't stop."

Fluttershy was blushing noticeably. Poor thing probably didn't know what to think now. All the other girls were a mix of confused and… interested? It was hard to tell. One thing was for sure. Pinkie was up to something. The look in her eye and the way she smiled at Twilight gave it

Pinkie nodded and went to grab her desk chair. She brought it over to wear Twilight was gestured for her to sit in it. Twilight did so, and just as she sat down Pinkie grabbed the bottom of her shirt.

"Hey!"

"We haven't seen what the rest of your body looks like," Pinkie said, pulling her shirt off, revealing Twilight's bra. Her underwear was a faded blue color made of satin.

"Ooh, y'all have a nice rack, Twi," Applejack said.

Twilight blushed. "Th-Thanks. They're C's so… kind of average."

"But they're perky," Pinkie said. "And speaking of perky…" Pinkie then started to fondle her boobs right in front of Twilight, catching everyone off guard.

"Pinkie? What are you doing?" Rainbow asked.

Pinkie giggled. "I'm just showing off my body for Twilight, since she can't seem to help herself in front of us." Pinkie used her arms to push her boobs up. "What do you think, Twi? Do you like them?" she asked, fondling them again.

"You trying to get her hard?" Applejack asked.

Pinkie blushed. "Maaaybe…" she turned around and started gyrating her hips to show off her butt. "How about this? Does this turn you on?"

"Pinkie, what are you trying to do?" Sunset asked.

"I just said! I want to make Twilight hard," Pinkie said.

"But darling, why?" Rarity asked, twirling her hair.

"Because! She's been horny basically all night!" Pinkie said, turning around to show off her boobs some more. "Haven't you, Twilight?"

Twilight blushed, biting her lip at seeing Pinkie dancing for her. "Y-You're not wrong…"

"Exactly!" Pinkie said. "And I bet all you want right now is relief, right?"

Twilight nodded without hesitation. "Oh yes, I would love some. I can just go to the bathroom real fast and…"

Pinkie pushed Twilight back onto the desk chair as she tried to get up.

"Oh no you don't!" Pinkie said with a big smile. "I got that chair out for a reason. I want you to sit back, watch me dance for you, and jerk off to me right here, right now!"

Everyone's eyes widened.

"Pinkie, are you sure…?" Sunset asked.

"Of course!" Pinkie said. "What's a hot, sexy girl like me supposed to do when her bestie is pent up?"

"Pinkie, I can just go the bathroom," Twilight said. "There's no need, really."

"Hmm," Pinkie pondered, "If you really don't want to stay, then why are you getting hard?"

Twilight bit her lip. She knew what was happening. She _was_ getting hard. _Fast_. Pinkie turned around and showed her butt off again, doing the slow twerk that Sunset and Rarity did.

"Oh my," Fluttershy said. "I-It's getting so _big_."

Pinkie giggled. "Is my butt turning you on, Twilight? Ooooh, this is so fun!"

Twilight just watched in awe at Pinkie's jiggling pink rump, making her get harder and harder. She saw the rest of the girls just staring at it as it grew. Twilight could feel those perverted desires filling her mind again.

Pinkie grinned when she saw it wasn't growing anymore, meaning she had gotten it to full mast by with her dancing. She and turned around to fondle her boobs again. "Wow, Twi. Your cock is _huge!_ You must _really_ like my dancing."

"Damn, Twi!" Rainbow said. "That's gotta be… like… 9 inches long!"

"It's damn girthy too," Applejack said.

"An inch and a half in diameter, at least," Sunset said.

"It looks so smooth too," Rarity said.

"At least the accident endowed you well," Sunset said with a giggle.

Twilight blushed. "Th-Thanks."

Pinkie put her hands on her hips, showing her body off for Twilight with a grin on her face. She gestured toward Twilight's member.

"Pinkie… I-I still don't know…" Twilight said.

"Twilight," Pinkie said, in a much more seductive tone. "I _want_ you to do it. Besides, I can see that you want it. You're looking at me the way some of the guys at school do when I wear a tight, revealing outfit. And I get that look a lot. You want relief, don't you? Your balls look so bloated. They must be sooooo full. Don't deny it, Twilight. You want me, don't you?"

Twilight clenched her teeth. She could deny it no longer. Pinkie looked so sexy, and just like with Sunset, Rarity, and Fluttershy, the same dirty thought crept into her mind… how can she _not_ jerk off to someone so hot? The thoughts of Pinkie dancing with that perfectly sexy, thick, curvy body for her pleasure was just too good to pass up, whether it was Twilight herself, or her long, erect member doing the thinking. Twilight didn't care anymore. Her member was pulsating, and her balls were so swollen. She didn't just want release… she _needed _it.

Twilight nodded. "Yes, Pinkie. I-I need to get off so badly. And… ohhh… you look so sexy right now. I-I'll do it."

Pinkie squealed in delight. "Yay! I'm so excited! Sit back and relax, Twilight. I'm gonna get you off _sooo_ good! Oh, and if you can, try not to cum _too_ quickly okay? I want to have some fun with you…"


	2. Pinkie Pie Struts Her Stuff

What was Twilight supposed to think right now? She could barely fathom what was happening. Her friends discovered she has a penis and were surprisingly unbothered, except for a moment when it was first revealed. Then Pinkie Pie suddenly started flirting with her and showing off her body in her underwear before asking her to jerk off to her while she danced. Was Pinkie on something? This seemed so out of line, even for someone as adventurous as her. To even _think_ about doing something like this felt so wrong and embarrassing for everyone involved.

And yet, despite the objections in Twilight's head, they were becoming overshadowed by her perverted desires. Pinkie was practically _begging_ for Twilight to get off to her, as if she had a secret kink for this sort of thing. If Twilight kept denying her, she might give off the idea that Pinkie is too unattractive to jerk off to, which couldn't be further from the truth. She couldn't make her best friend feel bad about her appearance. Besides, as Twilight looked at Pinkie posing with her hands on her hips with a heart-melting smile, she was starting to crave release more and more.

"So, Twilight," Pinkie said, giving her that beguiling look. "What do you want me to do first? I can fondle my boobs, shake my butt, gyrate my hips, or whatever you want."

Twilight's mouth began to water. Pinkie had so many assets. Her big, jiggly boobs… her round, bouncy, luscious ass… her thick, delicious thighs… her sexy hourglass figure… all being shown off by a small, cheeky pair of underwear and a push-up bra with plenty of cleavage, both sky blue to match her dazzling, mesmerizing eyes. Twilight never realized it before tonight but… Pinkie Pie was incredibly gorgeous.

"Don't be shy, Twilight," Pinkie said. "I'm _all yours_."

Twilight bit her lip. The sane part of her brain was still heavily objecting to this, but the more she ogled Pinkie, the stronger her hormones began invading her mind and suppressing said objections. On the one hand, this was insane. On the other more enticing hand, she wanted to cum so badly. The more she looked at Pinkie, it began to be not only about pure relief, but also about the potential sexual excitement of stroking herself off to Pinkie in person.

"What's it going to be, Twilight?" Pinkie asked. "If you want, I can decide for you."

"S-Sorry, Pinkie," Twilight said. "I-I guess… th-there's just a lot happening right now."

Pinkie giggled. "Don't think too much about it," she said, speaking in a sweet, yet seductive tone. "I want this, Twilight. Here, I'll decide for you. You want some _cake?_"

Pinkie turned around, presenting her butt to Twilight and getting rather close, almost straddling her. She spread her legs to give a better look and brought her hands back to caress her cheeks.

"You've been staring at me like all the guys do," Pinkie said. "I catch so many guys checking me out, especially in tight clothes." She said this and began to do a slow twerk, gently moving her butt up and down. She bent over to look between her legs, making eye contact with Twilight. She giggled before returning to her seductive face. "You look so rock hard, Twilight. I think your balls have gotten even bigger too. You can barely stop looking at my ass, can't you?" She gave herself a good spank, making her moan. "I want this so badly, Twilight. And I can see you want it too. C'mon. Do it."

Pinkie began twerking at full speed, her ass bouncing and jiggling like gelatin. It was mouthwatering. She glanced at the other girls, and they were sitting just staring. They probably weren't sure what to think, although some were softly rubbing their stomachs with two fingers, biting their lip, or twirling their hair. It was if they were getting turned on. Twilight could only spare a glance, as Pinkie's thick ass was too good to take her eyes away from. The bobbing of her rump made Twilight's hormones rage, until it was becoming unbearable. Was this lust? Twilight wasn't sure what the feeling was, and it wasn't necessarily a bad feeling, but she was starting to overflow with it. Twilight realized how much warmer it had gotten in the room, and as her cock started pulsating, she knew there was only one thing she could do to satisfy this growing urge she had. She reached her hand out to her pulsing member.

"Mmm!" Twilight grunted, the second the touched it. It was the most sensitive it's ever felt, but the feeling she had was indescribable. She slowly wrapped her fingers around it until she was gripping it, but just softly to start off. As she began to slowly move her hand, an involuntarily moan barreled out of her mouth.

"Oh my gosh!" Rainbow whispered. "She's actually doing it!"

"Goodness me," Rarity said, twirling her hair. "I-It's getting quite warm in here."

Pinkie looked back at Twilight and was delighted to see her friend rubbing off to her.

"Ohhh, Twilight," Pinkie said, grabbing her butt cheeks with her hand, shaking them. "That looks _sooooooo_ hot! I knew you wouldn't be able to resist this cake."

"Uhh!" Twilight moaned. "P-Pinkie…"

As Twilight stroked off to Pinkie, it was clear that her cock would be doing all the thinking from now on, rather than the sane part of her brain. She didn't even bother trying to muffle her moans, letting them be heard. This isn't the first time she had jerked off thinking about Pinkie Pie, but it was even better doing it in person. She no longer cared that it was her best friend dancing for her pleasure, or even that all her other best friends were watching. In fact, having an audience was starting to become a turn on for Twilight.

Pinkie continued showing off her butt, gyrating her hips and twerking like a pro. Her face began slowly turning from seductive to aroused the more she danced. She took glances back at Twilight and moaned in delight when she saw her stroking her cock and ogling her.

"Mmm… that's it, Twilight," Pinkie said. "Jerk off to me. Jerk off to my ass."

"I reckon Pinkie is enjoying this a little too much," Applejack whispered.

"I think they _both_ are," Sunset said. "It's… actually kind of hot."

Applejack bit her lip. "I can't believe I'm saying this but… I agree."

Twilight moaned as she began to pick up the pace. The pleasure rippling through her sent her into throes of ecstasy.

"P-Pinkie…" Twilight whimpered. "Y-You're… s-so sexy…"

Pinkie giggled. "So are you, Twilight, stroking that ginormous cock for me!" Pinkie stopped twerking for a moment, remaining bent over but scooting back closer to Twilight. "Touch me, Twilight."

Twilight's eyes widened, slowing down her pace. "Wh-What?"

Pinkie smirked. "Grab my ass, Twilight. I know you want to."

At this point, the sane part of Twilight's brain had gone completely silent, leaving only her pervy desires. It wasn't going to take much to convince Twilight to do something weird anymore. She reached her free hand out, touching Pinkie's exposed butt cheeks.

"Oooh!" Pinkie said. Her yelp suddenly amplified the pleasure Twilight felt from stroking, causing her to pick up the pace once more.

"W-Wow, Pinkie," Twilight said, stammering over the bliss she was feeling.

"You like it?" Pinkie asked, with that beguiling look in her eye.

"I-It's so big," Twilight said. "A-And soft…"

"Mmmhmm!" Pinkie said. "Perfect for twerking!"

Twilight stared in awe as she groped her best friend. So round… so soft… so… spankable. Getting a dirty thought, she gave her a good swat.

"Eep!" Pinkie yelped.

"S-Sorry!" Twilight said. "W-Was that too hard?"

"Ohhhhh…" Pinkie shuddered. "Do that again…" Twilight did, and Pinkie yelped again. "Oh, yes! Again!" Another smack. "Again!" Another smack. "Again! Again! Again!"

Twilight spanked her friend every time she asked, and Pinkie's cheeks were imprinted with a bright red mark in the shape of Twilight's hand by the end of it. Twilight was worried that she had hurt her friend, but with a smirk, Pinkie reassured Twilight that she was feeling anything but pain.

"Mmm… I think I _love_ being spanked," Pinkie said. "Sit back, Twilight."

Twilight did as Pinkie asked. Spanking Pinkie and making her cheeks ripple made her cock as hard as stone. Before Twilight could ask what Pinkie was doing, she immediately started grinding her butt on Twilight's cock.

"Pinkie… wh-what are you… wh-what are… oh gosh…" Twilight trailed off at the sensation she was feeling.

"You like that?" Pinkie asked. "You like my thick cheeks enveloping your cock?"

"Oh, Pinkie…" Twilight moaned. "That feels _soooo_ good."

"Pinkie…" Fluttershy whimpered. "M-Maybe that's a little much?"

"Maybe…" Pinkie said. "But it's so hot!"

"That _is_ pretty hot, I'll admit," Rainbow said, twirling her hair.

"Work it, Pinkie!" Sunset cheered. "_Hella_ sexy, girl!"

Pinkie moaned as she grinded on Twilight's dick. Twilight's moans filled up the whole room, making the other girls blush profusely. With both her hands free, Twilight reached up to caress Pinkie's hips, making her moan.

"Oh my gosh! Yes!" Twilight cried, feeling Pinkies warm, soft, thick buns grind on her. Her dick felt so cozy inside Pinkie's cheeks.

"I'm so glad you're enjoying this, Twilight. This is so _fun!_" Pinkie said. "But I think that's enough cake for now. How about I give you some melons?"

"O-Okay," Twilight said, blushing at what was happening. However, she couldn't deny that she's never been more turned on in her life. Pinkie stood up, and Twilight immediately started rubbing herself off again. She couldn't stop. Pinkie was just too sexy. Pinkie turned around and started to fondle herself.

"What about these, Twilight?" Pinkie asked. "Do you like my melons too?"

Twilight could only nod, the sheer bliss coursing through her removing the ability to even speak. She could feel her muscles starting to tense up in her groin. She was getting close.

"Oooh, is that precum I see?" Pinkie asked. Twilight slowed down to examine herself, and there was a shiny drop of juice on her tip.

"I um… I'm getting kind of close," Twilight said, blushing.

"Mmm, are you now?" Pinkie said. "I can't wait. But can you hold it in for a bit longer? I wanna dance for a little longer."

Twilight bit her lip, kind of frustrated that she'd have to wait, but was eager to see Pinkie move her sexy body some more. Twilight nodded and Pinkie smirked back. Pinkie then brought her legs together and started rotating her hips, fondling her boobs as she did so. Twilight would've exploded right then if she had been going any faster. Watching Pinkie's midriff move with her hips was so sexy to watch, as was seeing her fondle her boobs.

"That's right, Twilight. Keep jerking off to me," Pinkie said. "It's making me _sooo_ hot."

Switching her moves up, Pinkie stood with her feet apart and gyrated her hips, which almost brought Twilight over the edge again. Stroking her cock to Pinkie being _this_ sexy was almost too much to handle. She wanted to cum so badly but didn't want to upset her friend. She slowed her pace down to bring her to a less risky state, but still was speechless at the pleasure she felt.

"Like how I move my hips?" Pinkie asked with a knowing look. Twilight nodded watching her flawlessly move her hips, showing off her sexy stomach and chest.

"I love it, Pinkie," Twilight said. "This feels amazing."

"Wanna touch my boobs too, Twilight?" Pinkie asked. "Since I already let you grab my butt."

Twilight's eyes widened, and she nodded without hesitation. Pinkie grinned and brought her huge rack closer. Twilight used her free hand to grope her best friend, evoking a moan from her. Just touching them brought Twilight dangerously close. They were so big, soft, yet perky.

"Mmm… I love the way you handle me, Twilight," Pinkie moaned.

Twilight kept fondling Pinkie, alternating between her boobs to give them equal attention. As she did so, she noticed curious bumps protruding out from the center of her bra. She gave them a quick touch.

"Oh!" Pinkie yelped.

"Oh, I'm sorry!" Twilight said.

"No no!" Pinkie said. "That felt good. _Really_ good. Those are my nipples. They must be super hard right now. That means I'm turned on." Pinkie's seductive look returned. "Touch them some more, please."

Twilight obliged, and Pinkie moaned louder than she had all night. Twilight was getting close again, just from hearing her friend moan from having her nipples touched. Her seductive look was replaced with one of pure bliss.

"Yes! That feels so good!" Pinkie said as her nipples were continuously touched. "Y-You're look so hot stroking your cock, Twilight!"

Twilight relentlessly rubbed Pinkie's nipples, relishing each sexy moan she made. Twilight moaned too as she rubbed off, creating a cacophony of ecstasy. Pinkie only got hotter when she started moving her hips again as her nipples were being handled. She was so sexy that Twilight would've had to totally stop stroking her cock to keep from cumming to early. But she didn't stop. She couldn't. Pinkie was too hot to just stop. Twilight went as slow as she could, but the moaning was too much. Her movements were too much. The stroking was too much. The waves of pleasure were slowly but surely getting stronger. Her climax was imminent.

"P-Pinkie!" Twilight cried, fighting to speak over the increasing tension in her dick. "Y-You're too sexy! I-I can't… h-hold it in… m-much longer!"

"It's okay. I think I'm ready anyways." Pinkie walked back and got down on the floor onto her knees. "Come stand over me."

"Wh-What?" Twilight beckoned.

"Stand over me," Pinkie said, continuing to fondle her boobs. "And don't stop rubbing that long, hard, yummy-looking cock."

Twilight did what Pinkie asked, standing over her and continuing to rub off.

"Mmm… you look so sexy," Pinkie said. "Twilight, do you think you could do something for me?"

"Wh-What is it, Pinkie?" Twilight asked, biting her lip at how good she felt right now rubbing off.

Pinkie just smiled. "I want you to cum on my face."

All the other girls in the room gasped.

"Pinkie, darling," Rarity said. "What's gotten into you?"

"This is getting almost _too_ hot," Sunset said.

"Yeah," Rainbow said. "This is the last thing I expected to happen here."

"It's… kind of sexy, though," Applejack admitted.

"Oh my…" Fluttershy whimpered, not sure what to think.

"A-Are you sure, Pinkie?" Twilight asked.

Pinkie nodded. "Yes! I want your cum all over me. I want it so badly! Please, Twilight. Do it."

Twilight couldn't deny Pinkie's aroused face. She clearly was hungry, and the ache in Twilight's balls confirmed that she would have more than enough to give. Twilight picked up the pace of her stroking, causing her moans to get louder.

"Oh… oh, Pinkie…" Twilight whimpered. "You're so sexy…"

She looked down at her pink friend, waiting to receive her load. She looked up with such adorable blue eyes and fondling her boobs which helped entice Twilight even further.

Pinkie looked up at Twilight's aroused face, and back down at her long, pulsating cock, staring right at the head, which only turned her on more, knowing what was about to happen and what would be coming out of that head.

"Yes, Twilight. Please give it to me! I want it so badly! Oooh I bet it's gonna taste so good!" Pinkie leaned back and bounced up and down, bouncing her boobs with her. "Give it to me! Cum all over me! Give me all of your hot, creamy goodness…"

Twilight, furiously stroking her cock, saw Pinkie bouncing her boobs and leaning back. Hearing her talk dirty to her and moan while being so sexy and bouncing her boobs… Twilight couldn't take it…

"Pinkie… Pinkie… PINKIE! AAAAHHHHHH!"

With a loud scream, and with a gasp from her friends, Twilight exploded, letting loose spurt after spurt of hot jizz all over her friend. The sheer force of her pent-up orgasm caused her to swing her head back, preventing her from seeing where her cum was landing, not that she cared. The pleasure surging through her was like a tsunami, letting loose a seemingly endless stream of cum.

"Yes! YES, TWILIGHT!" Pinkie cried as she was drenched in a torrential downpour of spunk.

Twilight couldn't stop screaming at the size of her orgasm. She'd been pent up for so long, it was like a cataclysmic volcanic eruption. She continued to stroke her cock, milking every drop she could, and prolonging this ecstasy for as long as possible. She could barely make out the floored voices of her friends.

"Th-There's so much!"

"How much does she have?"

"Pinkie's gonna drown in all of that!"

"Wow… that's _really _hot."

"That's like… _pornstar_ amounts of cum!"

Pinkie sat there and took it all, the waterfall of slutty cream seemingly endless. She moaned in throes of ecstasy as each new warm droplet touched her skin.

After what felt like a blissful eternity, Twilight felt her orgasm subsiding. She rubbed herself a little more to ensure that every last drop came out. She collapsed back into the office chair, her head swimming. When she looked back down, she was troubled to see her pink friend practically coated in her hot cum. She was covered from head to toe in long strands of spunk. She was breathing heavily sprawled out on the floor. Twilight looked around at her friends, all with wide eyes. Fluttershy and Rarity had their hands over their mouths.

"Twilight…" Pinkie moaned. "Y-You came so much…"

Recovering from the orgasm, Twilight felt a sudden cloud of shame envelop her, as it often happened after she came.

"I'm sorry, Pinkie! I-I didn't mean to—"

"Sorry?!" Pinkie cried. "I _LOVED_ it, Twilight. It was so… so… _hot_. I… I… ohhhhh…"

Taking everyone by surprise, Pinkie reached down into her underwear and started rubbing herself, moaning loudly.

"Whoa whoa!" Rainbow said. "What are you doing, Pinkie?"

"Oh my…" Fluttershy said. The poor thing's face was bright red.

"Um… a little excited there, sugarcube?" Applejack asked.

"Ohhhh yesss…" Pinkie moaned, writhing on the ground in pleasure. "I can't help it. I'm _SOOOOOOO_ turned on right now…"

Even after such a colossal orgasm, Twilight felt herself getting hard again watching Pinkie get off to being covered in her cum. She looked at her friends, and they seemed to be getting more hot and bothered from seeing their friend masturbate.

"Mmm… I'm so covered…" Pinkie moaned, her rubbing getting faster. "I'm covered in _so much cum_." Her breathing got faster, and her moaning louder. Her grip on the floor got tighter and her mouth took on more of an O-shape. "Oh my gosh, yes! Yes! YES! YEEESSSSS! AAAAAHHHHHH!"

Pinkie finished, arching her back and screaming at the top of her lungs. Her hand banged on the floor as her back arched more and more. When she tried to catch her breath, she just screamed more, her orgasm also lasting longer than normal.

When it was over, Pinkie collapsed onto the floor with a thud. Her breathing was labored and her eyes were barely opened, seemingly unbothered by the fact that she just masturbated in front of all her friends. She feebly lifted her hand and scooped up some of the cum still on her body and licked it off.

"Mmm… Twilight's cum… it's so tasty…" Pinkie said, scooping up more and more of the cum, moaning every time she tasted it.

Twilight couldn't help but stare as Pinkie as she ate. She didn't know why, but it was super hot to watch Pinkie enjoy her cum so much.

"I didn't realize Pinkie was such a cum slut," Rainbow said.

"I know, right?" Sunset said.

Pinkie didn't respond, too enamored by her meal.

"Twilight? Are you hard again?" Rainbow asked.

Twilight blushed, noticing that she was full mast yet again.

"Um… I-I guess so…" Twilight said.

"That _huge_ orgasm wasn't enough for you?" Sunset asked.

"A-Are we not done?" Fluttershy asked.

"I guess not," Rainbow said. "Still looks pent up to me." Rainbow got up and walked over to Twilight. "Stand aside."

"Rainbow?" Fluttershy whimpered. "Wh-What are you doing?"

Rainbow smirked, giving Twilight a look that had become all too familiar throughout the night. "I've never seen Pinkie so satisfied. And seeing her get so into it… I think I might want some of this too."


	3. Rainbow & Applejack Work Their Magic

"So, Twilight… what do you think of _my _body?" Rainbow asked, striking a pose for Twilight, eyeing her throbbing member. "Seems like Pinkie didn't quite do it for you."

Twilight blushed. "I mean… I still really liked it…"

"I think we all can tell," Rainbow said, gesturing to Pinkie still covered in Twilight's cum, looking like she was in heaven. "I want what Pinkie's having."

Rainbow turned around and bent over, presenting her ass for Twilight in her tight, multi-colored underwear.

"Whaddya think of _this,_ Twi?" Rainbow said, giving her butt a shake. "Pretty sweet, huh?"

Twilight stared blankly as Rainbow presented herself. Knowing that Rainbow was usually such a tough girl made it even hotter to see her like this. Her underwear, like everyone else's, showed off her butt cheeks as if she wasn't wearing anything at all. It admittedly wasn't as thick and jiggly as Pinkie Pie's butt, but Rainbow's was round and firm. Rainbow looked back and flashed a grin at Twilight as she gave herself a spank. Seeing Rainbow's cheeks jiggle made Twilight's cock start twitching, and it was becoming difficult to keep her hands from floating over to start stroking again.

"C'mon, Twilight," Rainbow said. "Your dick is so hard for me. I know you want to jerk off to me. Do it."

"But Rainbow… I just… _came_… all over Pinkie," Twilight protested.

Sunset stifled a laugh in the corner. "You _cannot_ say you're satisfied now when you're _that_ hard. Who knows… maybe the rest of us will have to take a turn?"

Fluttershy squeaked, her face going completely red as she looked at Pinkie, still completely inebriated from the amount of cum covering her. "We… we will?"

"Goodness…" Rarity whimpered. "I mean… I'm fine with being in my undergarments around you girls now… but that seems a little far."

"Ah heck!" Applejack said, standing up. "I reckon I'll take my turn now!"

"What?!" Rainbow protested, standing up straight again. "It's _my_ turn!"

"Relax, sugarcube. I figured we could maybe… double team her?" Applejack said. "Work together? We can make her cum _twice_ has hard."

Twilight's eyes went wide. "Wait… both of you?"

"Pssh!" Rainbow grunted. "I don't need your help, AJ! My body _alone_ is enough to make her cum!"

Applejack chuckled, reaching down to grab Rainbow's ass.

"Hey!" Rainbow cried.

"Like Rainbow's butt, Twilight?" Applejack said, looking at Twilight seductively and rubbing Rainbow's cheeks. "I like it too. All round and toned… but still

"H-Hey… don't rub!" Rainbow said, trying to hide the fact that she was blushing profusely. "What are you trying to do?"

"Just bend over, Rainbow," Applejack said. Rainbow pursed her lips, but complied, showing her backside off to Twilight again. "C'mon, Twilight. You wanna touch it?"

"Huh?" Rainbow said.

"Rainbow, honey, don't act like you didn't want her to touch you a few seconds ago," Applejack said. "You were practically begging for it when you bent over like that."

"I… I…" Rainbow stammered, trying to protest. She quickly gave up, though. The way she was blushing, it all but confirmed what Applejack said. "I _guess_ you can touch my butt if you want."

Applejack smirked, using both her hands to caress Rainbow's rear. "Go on, Twi. She's given you the green light."

Twilight couldn't find it in herself to resist, especially with Applejack rubbing Rainbow's cheeks so sensually. Rainbow didn't look back anymore, clearly embarrassed by what was happening. Somehow… that just made it hotter. Twilight's cock was pulsating so much it hurt. It was crying for attention as she reached her hand out to Rainbow's body.

"Mmm!" Rainbow cooed as Twilight's hand touched her. "I-I mean… y-you like it, right?"

"Oh, Rainbow…" Twilight cooed. "Yes… yes I do…"

Twilight couldn't take it anymore. Her cock was pulsing so much. It needed attention. As if pulled by a magnet, her hand quickly wrapped around her shaft and began stroking.

"Ohhhhh yes…" Twilight moaned as waves of ecstasy rippled through her with every beat.

"See? I told you I didn't need your help!" Rainbow said, shaking her butt. "I'll get her off so well with my body. I— ohh…"

Applejack chuckled as she began massaging Rainbow's ass.

"Y'all like that?" Applejack remarked, giving her cheeks a shake.

"M-Maybe…" Rainbow stammered, blushing harder than anyone has ever seen before. "Not your touching! It's Twilight jerking off to me that I like."

"Sure, hon," Applejack said, giving Rainbow a spank.

"Ow!" Rainbow yelped. "Not so hard!" Rainbow said.

Applejack shrugged. "I just figured Twilight would like to see your booty jiggle."

Sunset giggled off to the side. "Your face is bright red, Rainbow."

"And look at how fast Twilight's goin'," Applejack said.

"Heh!" Rainbow said, grinning and starting to twerk. "How about this, Twilight? Does this make you want to explode?"

"Woohoo!" Applejack cheered, giving Rainbow some light spanks. "Work it, girl!"

Twilight gasped loudly, needing to slow down. Her body shivered as she brought her stroking to a near halt, moving her hand very slowly. Much like with Pinkie, Rainbow was too hot for her to just stop jerking off altogether. Rainbow's delicious ass bounced and jiggled, and Twilight's cock _begged_ for more stroking, wanting to cum all over those yummy cheeks.

"Aw, why'd you slow down?" Rainbow asked, slowing her ass-bouncing down to a teasing undulation. "I thought for _sure_ I was gonna get a big fat load."

"Um… I-I… I'm not ready yet," Twilight said, continuing to move her hand gently.

"What?!" Rainbow beckoned. "You were about to pop! I could tell!"

Twilight blushed, relishing each stroke as bliss percolated through her body and shuddering as she came down from her sexual high.

"I… um…" Twilight stammered, in disbelief at what was about to come out of her mouth. "I… I want you to tease me more."

Everyone's eyes went wide, especially Rainbow's and Applejack's. Rainbow turned around, looking straight at Twilight with her hands on her hips as a smirk grew on her face.

"You're really getting into this, aren't you?" Rainbow said. "Has that dick turned you into a pervert or something?"

Twilight blushed even harder. "Well… you girls are really hot."

Applejack chuckled. "Thank you, sugar. I'm glad y'all didn't cum too quickly. Now I have a chance."

Rainbow raised an eyebrow. "Whaddya mean you have a chance?"

"I want what Pinkie's having too," Applejack said, gesturing to Pinkie sprawled out on the floor with the biggest smile on her face, nearly finishing up with cleaning herself. "If Twilight had orgasmed too quickly, I would've had to wait."

"What makes you think _you_ deserve her load over me?" Rainbow said. "You know what? Let's make this interesting. Let's double team her, but we'll see who _she_ thinks deserves more. Whoever she cums on the most wins, and the loser… has to lick the winner clean."

Applejack smirked. "I accept."

Wasting no time, Rainbow walked over to Twilight and turned around, positioning herself just in front of Twilight's knees, and bending over.

"You seemed to _really_ like my butt, Twilight," Rainbow said, giving her ass a shake. "How about I give you some more, huh?"

Twilight yelped when Rainbow slammed her ass down on Twilight's cock, grinding on it with a big grin on her face.

"Oh my gosh!" Rainbow grunted as Twilight's shaft rub in between her cheeks. "It's as hard as rock!"

"Oh… oh, Rainbow…" Twilight moaned, watching Rainbow's backside tease her. "That's _so _sexy…"

Twilight felt her body get warmer as she watched Rainbow sashay her hips and twerk on her dick. Rainbow was even moaning as she did so, being rubbed right between her legs at her sweet spot. Twilight didn't think it was possible, but Rainbow's ass looked even sexier when her dick was between her cheeks.

"_Damn_ that feels good," Rainbow groaned. "You like it, Twilight?"

"Oh yes, Rainbow," Twilight said. "It's… it's so hot…"

Rainbow chuckled. "I think you've had enough of the back, though. How about the front?"

Rainbow got up and turned around, eyeing down Twilight as she descended back down to tease her dick. She began grinding once more, moaning as she did so. Twilight moaned loudly as well, unable to take her eyes off Rainbow's delicious, undulating body.

"I'm pretty hot, huh?" Rainbow said. "I figured while I show you my front, I can show the rest of the girls my butt. Shouldn't leave them out, right?"

"Damn, Rainbow!" Sunset cheered. "Work that booty!"

"That's so hot, Rainbow!" Pinkie cried, now sitting up, seemingly recovered from her afterglow.

Rarity and Fluttershy said nothing, blushing profusely at what was happening.

"Mmm…" Rainbow moaned. "Your dick feels so good, y'know? It's so big and hard… _oh_ yes…"

Twilight watched as Rainbow continued to tease her, grinding and showing off her body at the same time. Twilight's moans became involuntary as her mouth watered at how Rainbow moved. Her athletic, feminine body slowly gyrating… the way her rainbow underwear showed her body off… her hands groping herself… her groans of ecstasy… her blushing face…

"Hey, let me have a turn!" Applejack protested.

"No way!" Rainbow said. "This feels _way_ too good."

"Y'all have had her to yourself this whole time!" Applejack said. "I wanna tease her."

Rainbow sighed. "_Fine._"

Twilight could take a breath when Rainbow got off. She was doing a really good job at getting her going. Even after Rainbow's butt was no longer grinding it, her dick was still throbbing and warm. But as she looked over at Applejack, she could see she was in for a good time. Applejack looked at her with seductive eyes as she began fondling her boobs.

"How's this, sugarcube?" Applejack asked, slowly positioning herself to straddle Twilight like Rainbow was earlier. "My boobs are a little bigger than Rainbow's. They're nice, aren't they?"

Twilight nodded, moving her hand almost subconsciously to resume stroking her cock, only to have it moved away by Applejack.

"Y'all won't be needing that, hon," Applejack said, smirking and starting to grind on Twilight's cock just like Rainbow did.

"_Ohhhhh…_" Twilight moaned. "A-Applejack…"

"Mmm…" Applejack groaned, fondling herself. "Rainbow was right. Y'all are hard as stone. Oh… oh yeah… that feels amazing…"

Twilight relaxed in her chair, feeling Applejack grind on her and letting the bliss percolate through her body. Each movement of Applejack's sexy, muscular hips was a new surge of pleasure that brought Twilight slightly closer to cumming. Her moans made it even better, as well as watching her touch herself. While Rainbow's body was toned and athletic, Applejack's was thick and muscular. Her muscles allowed her to move at a faster pace than Rainbow did, which made her big delicious tits jiggle as she fondled them. Her green underwear accentuated her beautiful green eyes, and showed off every sexy curve of her body. Applejack brought her hands behind her head as she continued to gyrate, rotating her hips and rubbing Twilight's cock with her crotch.

"Y'all seem to be enjoying yourself, Twi," Applejack said.

"Mmm… yes…" Twilight moaned. "You're so sexy, Applejack."

"Oh, this is _nothin'_," Applejack said. She stood up and turned around, making Twilight's jaw drop when she bent over to present her big, thick, juicy ass for her. Applejack gave Twilight a smirk, never breaking eye contact as she slammed down on Twilight's shaft, making her wince in pleasure. After giving herself a spank, Applejack began twerking on Twilight's cock, her ass jiggling and bouncing while she moaned and touched herself.

"That's a mighty fine cock you've got, Twi," Applejack said with a moan. "It feels so good."

Twilight stared as she watched Applejack's ass bounce. Her front had plenty of great parts to ogle, but none came _close_ to how good her backside looked, especially accentuated by her cheeky green panties. The pleasure she was feeling was intense, amplified by Applejack's moaning.

Somehow, Twilight managed to pry her eyes away from Applejack's glorious ass to see what the other girls were up to. To her surprise, all of them were blushing and breathing hard, looking like they were becoming horny themselves… even Rarity and Fluttershy. Sunset was biting her lip and fondling her boobs while touching herself, as well as Pinkie. Fluttershy was biting her finger while lightly rubbing her chest just above her boobs, and Rarity looked like she was fidgeting, as if she was becoming warm down there. Most shocking of all, Rainbow watched Applejack twerk on Twilight's cock while fondling her boobs with one hand and the other inside her panties rubbing herself. Seeing Rainbow masturbate to what was happening, as well as everyone else getting excited… the room was so warm, and it made Twilight even hornier.

Applejack slowed down for a moment and gestured for Rainbow to come closer. Rainbow looked skeptical but carefully stepped over. Applejack used her arms to bring Rainbow right up to her, to the point where Applejack had to look up to see Rainbow's face. Applejack's hand made contact with Rainbow's midriff, making her shudder, slowly moving down and sensually rubbing along the way, and Rainbow's eyes got wider as Applejack's hand got lower…

"Ah!" Rainbow yelped as Applejack rubbing her pussy through her panties. "H-Hey! Wh-What are… what are you… ohhhh…"

Rainbow's protesting came to a quick stop, her eyes rolling back in her head as Applejack's fingers stroked her sweet spot.

"Y'all like that?" Applejack asked.

"Y-Yeah…" Rainbow grunted as her hands moved to fondle her breasts. "Please don't stop."

Applejack chuckled, going faster on Twilight's shaft as her hands reached around to grab Rainbow's ass, also leaning in to kiss her midriff. Rainbow had to bite her lip to stifle her moans, but to no avail. Applejack clearly knew what she was doing. Twilight had no idea Applejack was like this, or even Rainbow, but she was in no way about to complain. Applejack's grinding felt so good, and being able to ogle her thick, juicy ass was just icing on the cake. Furthermore, seeing Rainbow in such a vulnerable state was surprisingly sexy to Twilight. The way she moved fondled her tits and moved her hips while Applejack teased her was almost too sexy to watch. Twilight could feel the impending storm approaching as Applejack continued to ride and tease her.

"Rainbow…" Applejack moaned. "I had no idea you were so dirty."

"S-Says the girl… who's riding Twilight's dick," Rainbow groaned, trying to speak through Applejack's teasing.

Applejack giggled. "What can I say? It feels amazing." Applejack looked back at Twilight and slammed her ass down, shaking it side to side.

"_Ah!_" Twilight moaned. "A-Applejack!"

"Like that?" Applejack said.

"Yes!" Twilight cried. "You both are so sexy!"

"I-I think Twilight's close to cumming," Rainbow said, still fighting to speak as Applejack rubbed her. "Who knew Twilight was such a pervert?"

Twilight couldn't even find the focus to acknowledge Rainbow's comment, being so enamored by Applejack's grinding and Rainbow fondling herself while being fingered to be able to think about anything else.

"Oh, AJ…" Rainbow moaned. "That feels so good…"

Twilight watched as Rainbow feel deeper under Applejack's spell. As hot as Applejack's backside was, it was hard to ignore Rainbow's body as well. Every moan each of them made sent a surge of pleasure through Twilight's cock as Applejack's hips grinded on her. Rainbow looked so hot. The way she moved her hips as Applejack teased her, slowly gyrating her hips… the way she fondled her small, perky tits… the lewd expression on her face… it was so sexy. Rainbow looked so delicious; Twilight almost wanted to take Applejack's spot. She wanted to be the one teasing Rainbow and kissing that curvy midriff. Her blue skin looked so silky smooth… and her body looked so athletic and sexy… Twilight relished the thought of using her fingers to make Rainbow Dash… _cum…_

"A-AJ!" Twilight cried. "I-I'm so close!"

"Me too!" Rainbow moaned. "Oh gosh…!"

"I am too," Applejack groaned. "But…"

Suddenly, Applejack stopped, leaving them both hanging as she grinned wide.

"Hey!" Rainbow protested. "I _said_ I was close!"

"Wh-Why'd you stop, Applejack?" Twilight asked.

"I have an idea…" Applejack said, standing up and leaning in to whisper something in Rainbow's ear.

As Applejack discussed her "idea" with Rainbow, Twilight reached her hand out to continue stroking her dick. Not enough to make her cum, but just keeping her high going. Twilight didn't want the pleasure to stop. Whatever Applejack was thinking, Twilight wanted it _now_. Her dick was throbbing. Her mind was fogged. There was only one thing on her mind. She wanted to cum. She wanted to cum so badly. She _needed_ to cum. She could feel the massive load churning inside her, increasing in volume with every stroke. She wanted nothing more than to release it all over Applejack and Rainbow, covering their sexy, curvy, athletic bodies in cream. Twilight relished the thought, picturing it as revenge for both being such teases, but also a reward for making her feel so good.

It wasn't hard to keep her sexual high going. Applejack with her thick, muscular body in green underwear… Rainbow Dash with her curvy, petite, athletic body in multi-colored underwear… as well as the other girls. Twilight noticed that Sunset, Pinkie, Rarity, and Fluttershy had gravitated towards each other. Sunset and Pinkie seemed to be exploring Fluttershy and Rarity's bodies respectively, gently caressing them as they blushed. They all watched as Applejack whispered to Rainbow, occasionally turning their attention to Twilight jerking off to them. It was getting harder to not cum as Twilight continued stroking. She had to slow down when she felt herself teetering on the edge. She let out an involuntary moan as she tried to not cum… not yet at least. Her moan caught Applejack and Rainbow's attention, and they grinned when they saw how desperate Twilight looked.

"I think I see a little precum," Rainbow said. "We shouldn't keep her waiting."

"Right," Applejack said. "She looks ready to pop."

"Please, girls," Twilight moaned. "I want to cum so badly."

"Oh, don't worry, sugarcube," Applejack said, moving Twilight's hand away from her cock. "We'll take good care of you."

Twilight watched as Rainbow and Applejack spread her legs and knelt down, scooting in to get closer to her package.

"It's throbbing," Rainbow said.

"It's so big," Applejack said.

Twilight blushed as Rainbow and Applejack ogled her dick. Their eyes were wide, and their cheeks were bright red. It looked like they were sweating too. The other girls watched intently, lightly touching each other's bodies as they, along with Twilight, anticipated Rainbow and Applejack's next move.

"Well, since you got to grind on her last, I think _I _should get the first shot at this," Rainbow said.

"Be my guest," Applejack said. "I'm still gonna get more cum than you."

"We'll see about that," Rainbow said, grinning as she cracked her knuckles. Twilight's eyes, as well as everyone else's, went wide at the realization of what Rainbow and Applejack were planning. Rainbow flashed a beguiling look at Twilight before turning her attention back to her dick, reaching her hand out…

"_Ah!_" Twilight yelped. "Oh gosh…!"

Rainbow wrapped her hands around Twilight's cock, slowly moving them up and down, stroking them. Twilight had to cover her mouth to stop the guttural moan from completely escaping.

"Wow… it's _huge!_" Rainbow said. "I can barely wrap my hands around it. It's so warm too."

"Need some help, sugar?" Applejack said. "I think there's enough cock for both of us."

Applejack smirked as she also wrapped her hands around her dick, slowly stroking along with Rainbow. Even with four hands, they could cover all her girth and length. Twilight had to keep her mouth covered. This sensation… having her cock handled by others… it was too much.

"Not too fast," Rainbow said. "We can't let her cum too quickly."

"Y'all like this, Twi?" Applejack said. "How do different hands feel?"

"Oh gosh… it… it's amazing!" Twilight cried. "Please don't stop!"

The girls smiled as they continued their handiwork, and Twilight melted in her seat. Her first handjob. A totally different sensation than just doing it herself. It was unbelievable. Even at their slow pace, Twilight was fighting with every fiber of her being to not cum. As much as she wanted to, Rainbow seemed to not want her to finish too soon. But it was so difficult to resist when Rainbow and Applejack's slutty faces were right there, just begging for cream.

"That precum looks mighty tasty," Applejack said.

"Sure does," Rainbow said.

"_Ah!_" Twilight yelped again as Rainbow licked the tip, cleaning the precum off. Twilight shuddered. Her tongue… so wet and smooth…

"Hey! No fair!" Applejack said. "I guess we'll have to squeeze some more out."

"I guess we will," Rainbow said. "I hope you're ready, Twilight."

Twilight gasped, bellowing loudly as they picked up the pace. Her moaning became involuntary as she death-gripped the chair, hanging on for dear life as her body was assaulted by euphoria. Their stroking became harder and faster, squeezing out an ample supply of precum for both. They took turns licking her clean, sending a burst of pleasure through her shuddering body, only to be replaced by more. Twilight's knuckles turned white as she fought with all her might to keep her orgasm contained. It was inevitable, though. She was getting so close. Applejack and Rainbow continued to rub her down and lick her tip clean of precum, and it was becoming overwhelming. It was as if she was balancing on a tightrope, teetering on the brink of cumming.

"Girls! I… I can't hold it in much longer!" Twilight cried. "You're gonna make me cum!"

Applejack and Rainbow shared a look, giving each other a nod before turning to Twilight with smirks. Much to Twilight's dismay, they took their hands off, leaving her cock throbbing and hard as stone.

Twilight grunted in frustration. "C'mon, girls. Just let me cum, already."

"Stand up," Rainbow said.

"What?" Twilight asked.

"Just stand up, hon," Applejack said.

Twilight wasted no time and immediately stood up. Her cock was so long they had to scoot back so it wouldn't hit their faces. Twilight quickly brought her hand around to rub herself off the rest of the way, only to be blocked by Rainbow.

"We got this," Rainbow said. "C'mere."

"What are you—" Twilight gasped when Rainbow grabbed her cock, licking her lips and lining it up with her mouth, opening wide.

"_Ohhhhhhhhhh…"_ Twilight bellowed as her cock entered Rainbow's mouth. "Rainbow… oh my _gosh_…"

Rainbow looked up at her, winking and moving her mouth back and forth, bringing her hand up to rub her shaft at the same time.

"Oh… oh yes… _yes!_" Twilight moaned.

"You like it?" Applejack asked.

"Oh my gosh, yes!" Twilight cried. "It feels so good! Yes, Rainbow!"

Sunset, Rarity, Pinkie, and Fluttershy blushed profusely at what was happening. The last thing they expected was Rainbow to give Twilight a blowjob at their slumber party. However, they didn't seem to mind, since they were touching themselves and each other. It would've made Twilight's pleasure even greater if she wasn't already completely enraptured by Rainbow's warm, wet mouth around her cock. Rainbow couldn't even take it all, but she made up for it by stroking off the exposed shaft with her hand. Rainbow moaned as she sucked Twilight off, making Twilight shudder even more by using her tongue. She moaned even harder when she moved her free hand down to start masturbating herself.

Twilight couldn't help herself from teasing herself as Rainbow pleasured her. She moved her hands up to start fondling her own breasts, feeling Rainbow's warm mouth envelop her cock, release it, and envelop it again. As Rainbow sucked on her member, she felt Applejack's hands caress her balls, making her squeak.

"Hot damn, Twi," Applejack said. "I can feel all the cum in there."

"Oh gosh!" Twilight cried. "I… I'm getting so close!"

"Yeah?" Applejack said. "You wanna cum?"

"_Yes!_" Twilight cried. "I want to cum so badly!"

"Well then, we'll see who can make you finish," Applejack said. Suddenly, she grabbed Twilight's dick, slipping it out of Rainbow's mouth and into her own.

"Ah! A-Applejack!" Twilight moaned. "Yes! _Yes!_"

Twilight shuddered and moaned as Applejack thrusted her mouth onto her cock. She closed her eyes and brought her hand down to her sweet spot and began rubbing, moaning on Twilight's dick. Twilight couldn't think. Applejack's mouth felt just as amazing as Rainbow's. Warm… wet… accommodating of her huge package, despite being too big for both of their mouths. Just like Rainbow did, Applejack stroked off the rest of the shaft that wasn't inside her mouth, and using her tongue on the part she was sucking, giving Twilight as much pleasure as possible.

Rainbow looked frustrated, but continued to masturbate as she watched Applejack suck Twilight off. She used her free hand to caress Twilight's balls, making her moan even more than she already was.

"Wow…" Rainbow said breathily, talking through the pleasure she was feeling from masturbating. "They feel so full. I… I wanna…"

Twilight gasped as Rainbow leaned down and began licking her balls.

"Oh my gosh! Girls! I-It feels so good!" Twilight cried. She could feel her orgasm approaching like a hurricane, being strengthened by Applejack's sucking and Rainbow's licking. It was too much. The storm was inevitable.

"Okay, my turn again!" Rainbow said, taking Twilight's cock for herself. Applejack, though frustrated like Rainbow was, continued masturbating as she took her turn at licking Twilight's balls. This continued for what felt like hours to Twilight, with each of them taking turns sucking her off. Both of their mouths felt so good, as well as their tongues on her sac. Her moans turned to guttural bellows as she felt the tsunami of an orgasm approaching. The only question was who was going to receive her load. How could she choose? They were both so hot and sexy, looking up at her with lewd, wanting eyes. Two of the toughest girls she knew acting like such horny sluts, hungry for her cum. Who would get her load? Applejack and her thick, muscular body, or Rainbow Dash with her curvy, athletic body?

When Rainbow took Twilight's cock in her mouth again, Twilight decided this was it. She was done waiting. She grabbed Rainbow's hair, causing her to squeak as she looked up.

"I've waited long enough. I'm cumming _now,_" Twilight said, thrusting into Rainbow's mouth mercilessly. Rainbow sounded like she was protesting for a split-second, before she relaxed and accepted it. She began rubbing herself faster, making her eyes roll back as her mouth was used for Twilight's pleasure. Applejack resorted to licking Twilight's balls, and helping to make her load as big as possible.

Rainbow's moaning became louder as she neared her orgasm, and Twilight was at her limit.

"Rainbow! You're so hot! I'm gonna cum!" Twilight cried. Rainbow looked up at her with such innocent, yet wanting eyes. She moaned louder and harder, and Twilight could feel her body tensing up. And then, as Rainbow used her free hand to fondle herself, she let out a muffled scream as her thighs closed tightly around her busy hand, reaching her own climax.

Hearing Rainbow scream from her orgasm… that was it.

"Rainbow! Yes! _Yes!_ _YEEEEESSSS!_"

Twilight erupted like a fire hose inside Rainbow's mouth, causing her to go bug-eyed as she continued trembling, still coming down from her own orgasm. Twilight screamed as her cum filled Rainbow's. Rainbow brought her hands up and held onto Twilight, trying to hang against the force of Twilight's orgasm. It was no use, though. There was so much cum. Rainbow couldn't take it, especially when she came down from her own orgasm and her muscles gave out. She helplessly fell back, releasing Twilight's orgasming dick from her mouth. Twilight brought her hand up to rub herself off and pointing her cock directly at Rainbow's hot, sexy body.

"Oh, yes, Twilight," Rainbow moaned. "Drench me in your cum!"

Twilight couldn't stop rubbing. It was involuntary to keep stroking and prolonging her climax as much as possible. She could feel her balls tensing up as she released buckets of cum all over Rainbow Dash.

"Oh my…" Applejack moaned, watching Twilight cum on Rainbow. "You've had enough, Rainbow. I want some milk!"

Applejack, still masturbating, grabbed Twilight's erupting cock and shoved it inside her mouth.

"_Ah! _A-Applejack! _Yes! YEEESSS!_" Twilight bellowed as her orgasm somehow strengthened as it entered Applejack's mouth, pumping cream into her as if a second tank of cum was opened. Applejack's eyes went wide and rolled back as she quickly reached her own orgasm, the arousal of being filled with cum being too much to handle. Her legs clamped around her busy hand as she let out a muffled scream on Twilight's cock and her body trembled.

"Yes, Applejack!" Twilight cried, grabbing Applejack's head and holding her around her cock as she continued to stroke. Applejack, coming down from her orgasmic high, realized she had underestimated the force of Twilight's climax. She was still cumming as much as when she started, and when she could absolutely take no more inside of her, she forced herself away. Twilight's cock left Applejack's mouth as she fell back right next to Rainbow, who was already covered with cream. Even so, Twilight still wasn't done. She still had plenty of cum to give. Still moaning from the release she was feeling, Twilight directed her cock at Applejack and Rainbow and let loose a downpour of cum.

"There's so much!" Rainbow cried.

"Yes, Twi!" Applejack cried. "Cum all over us!"

Twilight let out another scream as she stroked faster, milking her cock of all the cum she could for her hot, sexy friends. She caught a glimpse of the other girls, and they looked shocked at the sheer volume of spunk, even more than when Pinkie made her cum. Twilight loved watching each spurt hit their sexy bodies as they looked up at her with seductive, slutty eyes.

Twilight felt her storm of an orgasm finally subside, the fog clearing from her head as her breathing became hard and labored. She slumped back in her chair as her dick throbbed from experiencing such a heavy orgasm. She looked down and saw Rainbow and Applejack lying next to each other, both drenched in cum. Their breathing was heavy too, as they had orgasmed themselves.

"Wow, Twilight," Sunset said. "I didn't know it was possible to cum that much."

"I didn't get that much!" Pinkie said. "I'm jealous! It was still really hot, though."

"There's just so much," Rarity said. "It's everywhere."

Fluttershy said nothing, her cheeks bright red and her mouth covered by her hand. She seemed completely shocked at what happened.

Rainbow wiped some cum off her midriff and took a taste.

"Mmm… Pinkie was right. It _is_ good," Rainbow said, cleaning off her hands.

Applejack took a taste too, smiling in agreement.

"It's sweet," Applejack said. "But we ain't done yet, Rainbow. Let's see who won."

They both sat up and looked each other over, and Rainbow was delighted to see that she was covered in more.

"Ha!" Rainbow said. "I told you I would get more!"

Applejack grunted, clearly frustrated.

"Um… sorry, AJ," Twilight said. "I could've flipped a coin for you two, honestly."

"But _I_ made her cum first!" Rainbow said. "And I got the most! You know what that means, AJ."

"Urgh… do I have to?" Applejack asked. "Twilight really filled me up."

"I know what you mean," Rainbow said. "She filled me up too. But a deal's a deal!"

Rainbow smirked as she presented her body for Applejack. Applejack sighed as she began licking Rainbow clean.

"Oooh!" Pinkie squeaked. "That's hot!"

Rainbow moaned as Applejack licked her. "Feels good, too."

"Twilight… are you getting hard _again?_" Sunset asked.

Twilight blushed, realizing that she was indeed becoming erect once more. Somehow, after not one, but _two_ colossal orgasms, she still needed more.

"I-I can't help it," Twilight said. "Rainbow and Applejack are just so… hot. You all are. It's sexy to watch Applejack lick Rainbow like that."

"Hell yeah, it is," Rainbow said, moaning as Applejack continued to lick her clean. "Looks like she still needs some work, girls. Whose turn is it now?"

Sunset smirked, moaning herself. "I think _I_ could go. I'll admit, I got _super_ turned on watching you and Applejack tease her."

"S-Sunset?" Twilight asked.

"Oh, yes, Twilight," Sunset said. "In fact… Rarity and Fluttershy, why don't you help me out?"

"What?!" Fluttershy cried.

"Well, I suppose I could take my turn with you, Sunset," Rarity said. "What kind of friend would I be if I didn't help satisfy one of my best friends."

"Oh gosh…" Fluttershy squeaked, eyeing Twilight's growing cock, the sight of which made her cheeks redden. "Um… I-I don't know…"

"Don't worry, Fluttershy," Sunset said. "Rarity and I will show you what to do."

"Darling, you were getting excited while Rainbow and Applejack worked on Twilight," Rarity said. "And you have a dazzling body."

Fluttershy hid behind her hair, and Twilight couldn't help but feel bad.

"It's okay if you don't want to, Fluttershy," Twilight said. "I'm sure I'll get enough from just Sunset and Rarity."

"Fluttershy can do it!" Sunset said. "We won't go _that_ far, if that's what your afraid of. Besides, Rarity's right. I think deep down, you want it."

Fluttershy whimpered, continuing to hide behind her hair.

"Well… I-I guess you're right…" Fluttershy said. "I-It _was_ kind of hot."

"That's the spirit, darling!" Rarity said.

The three girls walked over to Twilight. Sunset and Rarity smirked while Fluttershy still covered her face with her hair. Twilight looked into Sunset and Rarity's eyes, and she could tell this was going to be even more intense than Pinkie Pie or Rainbow and Applejack.

* * *

**A/N:** Well, this has been fun. I should go now. (this was supposed to be a Barney Stinson gif, but ffn doesn't allow that so meh)


End file.
